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Guidance on change of legal representative of the company 2021

When an organization is established, there must always be a representative to participate in civil and economic relations on its behalf. Depending on the business needs or development strategy, the company may change its legal representative. However, in order to make changes to the representative in a legal and prescribed way, the business needs to ensure the instructions below.

CONDITIONS FOR BEING A LEGAL REPRESENTATIVE

1. Eligibility to Be a Legal Representative

To be a legal representative, the following conditions must be met (applicable to both Vietnamese and foreigners):

  • Full 18 years of age or older;
  • Having full civil act capacity;
  • Not subject to the prohibition of establishment and management of enterprises by law;
  • Provide only 01 copy of the people's I.S. or a certified passport;
  • No tax code hanging on tax administration and enterprise management data on the State system;
  • The representative is not necessarily the capital contributor of the Company.

2. Title of Legal Representative for Company

  • Director of the company;
  • General Director of the company;
  • Other titles as prescribed in the company's charter or the provisions of law.

 

PROCEDURES FOR CHANGING LEGAL REPRESENTATIVES IN 2021

1. Application for change of Representative

Dossiers for procedures for changing legal representatives will have the following documents:

– Notice of change of legal representative of the company;

– Decision and minutes of the company's meeting on the change of legal representative:

+ For 1-member limited liability company: Decision of the company owner on the change of legal representative;

+ For a limited liability company with 2 or more members: Decision and minutes of meeting (valid copy) of the Members' Council on the change of legal representative.

+ For jointstock company:

(i) Decisions and minutes of meetings (valid copies) of the Shareholders' Meeting on the change of legal representatives in cases where the change of representatives changes the contents of the company's charters;

(ii) A decision and a valid copy of the minutes of the meeting of the Management Board on the change of the legal representative in case of non-change of the contents of the company's charter other than the full name and signature of the legal representative of the company.

– A valid copy of one of the following documents: ID card, citizen's identity card, passport,…. of the new representative of the company.

– Written authorization for individuals/ organizations to carry out procedures with competent state agencies.

2. Procedures for Proceeding to Change a Legal Representative

To change the legal representative, the following steps should be taken:

Step 1: Decision on appointment of legal representative of the company

The company owner will proceed to appoint a new legal representative for the company to replace the former legal representative.

Step 2: Draft a dossier to change the legal representative of the enterprise.

Step 3: Submit the application for change of legal representative to the business registration office

  • Online application: Enterprises apply online on the National Portal "dangkykinhdoanh.gov.vn"
    • If you do not have an account, you need to register your business account first;
    • The enterprise enters information to change the legal representative on its business account;
    • Scan the pdf file and attach it to the account and press the application to the business registration office;

The Business Registration Office considers processing documents within 03 working days

In case the dossier is inaccurate, the Business Registration Office will notify the amendment and supplementation of the dossier as required. If the application is notified, the business corrects the application at the will of the specialist and re-submits the application online. The processing time of the application is re-calculated from the beginning. If the dossier is valid, the enterprise shall print the valid receipt and notice of submission of electronic dossier and submit it to the Business Registration Office

  • Submission of paper documents: Enterprises bring the above complete dossiers to the Business Registration Office of the place where the enterprise is located.

Step 4: Receive the enterprise registration certificate that has recorded the change of representative under the new law.

Step 5: Announce the change of representative to a number of relevant agencies and organizations.

2. Some Notes When Changing Company's Legal Representative

  • After carrying out procedures for changing the legal representative, the company needs to make a report on this change at the National Business Registration Portal;
  • When changing the legal representative of the enterprise, it should be noted the change of registration of information of the owner of his/her bank account;
  • Change of signer in the company's digital signature;
  • If the former legal representative is the head of the branch, representative office or business location if there is a need for change, the procedures for change will be carried out;
  • Notify tax authorities, insurance, partners and other relevant agencies of the change
  • The law also has limitations in management with the new legal representative who has been the legal representative of the enterprise declared bankrupt for a period of 01 to 03 years.